UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 6, 2019
DARIOHEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-37704 | 45-2973162 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8 HaToKhen Street
Caesarea North Industrial Park
3088900, Israel
(Address of Principal Executive Offices)
972-4-770-4055
(Issuer’s telephone number)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) |
Name of exchange on which
registered |
||
Common Stock, par value $0.0001 per share | DRIO | The Nasdaq Capital Market LLC | ||
Warrants to purchase Common Stock | DRIOW | The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of Amendment to Amended and Restated 2012 Equity Incentive Plan
On November 6, 2019, DarioHealth Corp. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). At the 2019 Annual Meeting, the Company’s stockholders approved an amendment to the Company's Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan Amendment”), increasing the number of shares authorized for issuance under the Company's Amended and Restated 2012 Equity Incentive Plan by 4,500,000 shares from 7,873,000 to 12,373,000. The 2012 Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on August 25, 2019. The Company’s officers and directors are among the persons eligible to receive awards under the 2012 Plan Amendment in accordance with the terms and conditions thereunder.
The description of the 2012 Plan Amendment is qualified in its entirety by reference to the full text of the 2012 Plan Amendment, a copy of which is attached as Exhibit 10.1.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The final voting results of the 2019 Annual Meeting held on November 6, 2019, are set forth below. Stockholders voted on the following proposals:
Proposal No. 1 — Election of Directors.
The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows:
Director Name | For | Against | Abstain | Broker Non-Votes | ||||
Yalon Farhi | 23,115,115 | - | 567,937 | 5,731,701 | ||||
Allen Kamer | 23,118,615 | - | 564,437 | 5,731,701 | ||||
Hila Karah | 23,112,727 | - | 570,325 | 5,731,701 | ||||
Dennis M. McGrath | 23,118,727 | - | 564,325 | 5,731,701 | ||||
Glen Moller | 23,545,495 | - | 137,557 | 5,731,701 | ||||
Erez Raphael | 23,113,115 | - | 569,937 | 5,731,701 | ||||
Yoav Shaked | 23,431,296 | - | 251,756 | 5,731,701 | ||||
Richard B. Stone | 23,118,727 | - | 564,325 | 5,731,701 |
Proposal No. 2 — Incentive Plan Proposal.
The stockholders approved the 2012 Plan Amendment. The 2012 Plan Amendment proposal required the affirmative vote of a majority of the stockholders entitled to vote at a meeting of the stockholders. The votes were as follows:
For | Against | Abstain | Broker Non-Votes | |||
22,933,798 | 723,150 | 26,104 | 5,731,701 |
Proposal No. 3 — Reverse Stock Split Proposal.
The stockholders approved the Reverse Stock Split. The Reverse Stock Split required the affirmative vote of a majority of the stockholders entitled to vote at a meeting of the stockholders. The votes were as follows:
For | Against | Abstain | ||
28,016,462 | 1,321,647 | 76,644 |
Proposal No. 4 — Ratification of Auditors.
The stockholders ratified the appointment of Kost Forer Gabbay& Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019. The votes were as follows:
For | Against | Abstain | ||
28,895,279 | 433,081 | 86,393 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 | Amendment to the Company’s Amended and Restated 2012 Equity Incentive Plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 6, 2019 | DARIOHEALTH CORP. | |
By: | /s/ Zvi Ben David | |
Name: Zvi Ben David
Title: Chief Financial Officer, Treasurer and Secretary |
Exhibit 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED
2012 EQUITY INCENTIVE PLAN
WHEREAS, DarioHealth Corp. (the “Company”) maintains the DarioHealth Corp.’s Amended and Restated 2012 Equity Incentive Plan (the “Incentive Plan”);
WHEREAS, the Board of Directors (the “Board”) and the Compensation Committee of the Board has determined that it is in the best interests of the Company to amend the Incentive Plan to increase the maximum number of shares of the Company’s common stock authorized to be issued under the Incentive Plan by 4,500,000, from 7,873,000 to 12,373,000; and
WHEREAS, pursuant to Section 13 of the Incentive Plan, an amendment that materially increases the aggregate number of shares that may be issued under the Incentive Plan generally must be approved by a majority of votes cast by the stockholders of the Company in accordance with applicable stock exchange rules.
NOW, THEREFORE, effective as of the date of approval by a majority of votes cast by the stockholders of the Company in accordance with applicable stock exchange rules, the Incentive Plan is hereby amended in the following particulars:
1. | Section 4(a) of the Incentive Plan is deleted in its entirety and replaced with the following: | |
Share Reserve. Subject to the provisions of Section 11 relating to adjustments upon changes in Common Stock, the Common Stock that may be issued pursuant to Awards shall not exceed in the aggregate of 12,373,000 shares of Common Stock. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. | ||
2. | In all other respects the Incentive Plan shall remain unchanged and in full force and effect. |